Blueprint





 







Exhibit 10.1


 



WRITTEN CONSENT TO ACTION WITHOUT A MEETTING



BY THE



BOARD OF DIRECTORS OF



AMERICAN RESOURCES CORPORATION


 


WHEREAS, in furtherance of the business
strategy of American Resources Corporation, a Florida corporation
(the “Company”), the board of directors has deemed it
appropriate for the Company,
pursuant to Fla. Stat.
§ 607.0821 (2012), to take the corporate action described
herein without holding a meeting, the waiver and notice of which is
unanimously acknowledged and agreed to by the Directors through
their execution of this Written Consent to Action Without a Meeting
(the “Written Consent”).


 


WHEREAS, the Company has received
shareholder consents to action without a meeting pursuant to
Section 607.0704 of the Florida Business Corporations Act, and such
shareholders have exercised their rights collectively as the
majority shareholders of the Company and have taken action to cause
the Company to amend its articles of incorporation (the
“Amendment”) to restate the amount of Series B
Preferred Stock and include and/or amend the Series A and Series B
Preferred Certificates of Designations; and


 



            

WHEREAS, the Board of Directors has
ratified, approved, confirmed and adopted the proposed Amendment
attached hereto as Exhibit “A”, as an act of the
Company and will file the proposed Amendment with the Secretary of
State’s office.






 


RESOLVED, that the Board of Directors
hereby approves the proposed Amendment to eliminate the Series B
Preferred Certificate of Designations with such approval to be
conclusively evidenced by the Board of Directors execution of this
Written Consent, as well as the preparation and execution of any
and all other documents necessary to facilitate filing of the
Amendment with the Secretary of State’s office.


 


RESOLVED, that the Board of Directors
hereby approves the proposed Amendment to adopt the Series C
Preferred Certificate of Designations with such approval to be
conclusively evidenced by the Board of Directors execution of this
Written Consent, as well as the preparation and execution of any
and all other documents necessary to facilitate filing of the
Amendment with the Secretary of State’s office.


 


RESOLVED, that the Board of Directors
hereby approves the proposed Amendment to revise the Series A
Preferred Certificate of Designations with such approval to be
conclusively evidenced by the Board of Directors execution of this
Written Consent, as well as the preparation and execution of any
and all other documents necessary to facilitate filing of the
Amendment with the Secretary of State’s office.


 


RESOLVED, that the Chairman of the
Board, President/Chief Executive Officer, Treasurer, and Secretary
of the Company hereby are, and each of them with the full authority
to act without the others hereby is, authorized, in the name and on
behalf of the Company and with the advice of counsel, to execute
the Amendment and file the Amendment with the Secretary of
State’s office.


 


RESOLVED, that the Chairman of the
Board, President/Chief Executive Officer, the Treasurer, and the
Secretary of the Company hereby are, and each of them with full
authority to act without the others hereby is, authorized, on
behalf of the Company and with the advice of counsel, to do or
cause to be done all such acts or things and to sign and deliver,
or cause to be signed and delivered, or file or cause to be filed,
all such agreements, documents, instruments and certificates
including, without limitation, any and all notices and certificates
required or permitted to be given or made to facilitate execution
of the Amendment and file same with the Secretary of State’s
office, as any of such officer, in his discretion, may deem
necessary, advisable or appropriate to effectuate or carry out the
purposes and intent of the foregoing resolutions and to perform the
obligations of the Company under all instruments executed on behalf
of the Company in connection with the filing of the
Amendment.


 


Dated
to be effective as of November 8, 2018.


 


 



/s/ Mark C. Jensen    
                 
      







Mark C.
Jensen,


Chairman
of the Board of Directors


 


 



/s/ Thomas M. Sauve    
             
    







Thomas
M. Sauve, Director